VISKASE HOLDINGS INC SEC Filings

Enzon Pharmaceuticals filed Amendment No. 3 to its Schedule TO to supplement an exchange offer to holders of its Series C Non-Convertible Redeemable Preferred Stock to exchange each share for Common Stock using an exchange denominator of $7.83 after giving effect to the Reverse Stock Split.

The amendment attaches unaudited consolidated financial statements of Viskase Companies, Inc. for the year ended December 31, 2025 provided in connection with the contemplated merger and the expiration of the Company’s exchange offer. The Viskase statements show total assets of $402,436 (amounts in thousands) and net loss attributable to Viskase of $(65,494) for the year ended December 31, 2025. The Viskase financials include a going concern disclosure tied to refinancing its Senior Credit Facility maturing in August 2026.

Enzon Pharmaceuticals’ 2025 report centers on its planned all‑stock merger with Viskase and continued lack of operating revenue. The company functions as a public company acquisition vehicle, with no employees and no clinical operations, relying mainly on interest income from cash raised in a 2020 rights offering.

In 2025 Enzon generated no royalty or milestone revenue, compared with $26,000 in 2024, and reported an operating loss of $5.3 million, driven by $4.0 million of merger‑related transaction expenses and $1.4 million of general and administrative costs. Interest and dividend income was $1.9 million, down from $2.5 million, leading to a net loss of $3.4 million versus net income of $0.8 million in 2024.

As of December 31, 2025, Enzon held $42.6 million in cash and cash equivalents and had a full valuation allowance against approximately $29.7 million of deferred tax assets, reflecting uncertainty about using its net operating loss carryforwards. A Section 382 rights plan remains in place but must be terminated before the merger closes.

The merger agreement with Viskase, if completed, will combine the companies under the new name “Viskase Holdings, Inc.” and keep the stock quoted on the OTCQB, subject to re‑application. After the merger and related Series C preferred stock exchanges, current Enzon common stockholders are expected to own about 5% of the combined company, Series C holders about 40%, and Viskase stockholders 55%, significantly diluting existing common holders’ voting influence. The report highlights risks around Viskase’s recent operating deterioration, Icahn‑affiliated entities’ anticipated control of roughly 93% of the combined company, potential limits on NOL utilization, and the possibility the merger may not close if conditions such as the Series C exchange offer, minimum $40 million closing cash balance, and timing requirements are not met.

Enzon Pharmaceuticals entered into an Eighth Amendment to its Section 382 Rights Agreement to extend the Final Expiration Date of its rights to noon, New York City time, on March 11, 2026. Except for that extension, the Rights Agreement remains unchanged.

The company also announced an extension of the exchange offer for its Series C Non-Convertible Redeemable Preferred Stock, which now expires one minute after 11:59 p.m., Eastern time, on March 9, 2026, unless further extended. Enzon disclosed that a Registration Statement on Form S-4 has been filed in connection with the proposed merger with Viskase Companies, Inc., and included customary cautionary forward-looking statements and risk factors.

Enzon Pharmaceuticals, Inc. entered into an Eighth Amendment to its Section 382 Rights Agreement, moving the Final Expiration Date for the rights from March 2, 2026 to noon, New York City time, on March 11, 2026. No other terms of the rights plan were changed.

Enzon also extended the expiration date of its exchange offer to swap Series C Non-Convertible Redeemable Preferred Stock for Enzon common stock. The offer now expires one minute after 11:59 p.m., Eastern time, on March 9, 2026, unless extended. The filing also references an S-4 registration statement for the proposed merger with Viskase Companies, Inc.

Enzon Pharmaceuticals amended its Schedule TO to report results and extend its exchange offer for Series C Non-Convertible Redeemable Preferred Stock into common stock.

The company extended the offer expiration to one minute after 11:59 p.m., Eastern Time, on March 9, 2026. The depositary reported that 12 shares had been validly tendered and not withdrawn as of 5:00 p.m., Eastern Time, on February 26, 2026, representing less than 0.001% of the 40,000 shares outstanding as of that date.

Enzon Pharmaceuticals is providing an information statement describing a planned change in board control tied to a pending merger with Viskase. Under the Merger Agreement, Merger Sub will merge into Viskase and the combined company will operate as Viskase Holdings, Inc. with common stock quoted on the OTCQB. The Closing is anticipated prior to March 31, 2026. Upon Closing the Board will expand to seven members and the disclosed nominees include Robert Flint, Colin Kwak, Dustin DeMaria, Kenneth Shea and Peter K. Shea; Thomas D. Davis will be CEO of the Combined Company. A consent solicitation approved a 1-for-100 reverse stock split and adoption of the Merger Proposal; as of the record date there were 74,214,603 shares outstanding and the Merger Proposal received consents representing 42,350,448 shares (57.1%). The information statement discloses related‑party transactions and that the IEH Parties (affiliated with Carl C. Icahn) are expected to beneficially own approximately 93.32% of the Combined Company following the Merger.

Enzon Pharmaceuticals filed an amendment to its tender offer statement covering an exchange offer in which each share of Series C Non-Convertible Redeemable Preferred Stock may be exchanged for common stock equal to the share’s aggregate liquidation preference divided by $7.83 after a reverse stock split.

The amendment reports that, as of 8:00 a.m. Eastern on February 11, 2026, a sufficient number of stockholders consented to approve Enzon’s proposals. The reverse stock split proposal was approved by holders of 40,993,338 common shares, or 55.2% of shares outstanding, and the merger proposal was approved by holders of 42,350,448 common shares, or 57.1%. These approvals represent a majority of the 74,214,603 Enzon common shares outstanding as of the January 29, 2026 record date, though closing of the merger transactions remains subject to remaining conditions in the merger agreement.

Enzon Pharmaceuticals reported that stockholders have delivered enough written consents to approve two key proposals tied to its planned merger with Viskase. The Reverse Stock Split Proposal received approval from holders of 40,993,338 shares of Enzon common stock, representing 55.2% of issued and outstanding shares. The Merger Proposal was approved by holders of 42,350,448 shares, or 57.1% of the issued and outstanding shares. As of the January 29, 2026 record date, 74,214,603 shares were outstanding and entitled to vote. The consent period ended on February 11, 2026, and closing of the merger remains subject to satisfaction or waiver of remaining conditions in the Merger Agreement.

Enzon Pharmaceuticals, Inc. reported that its stockholders have approved key proposals related to its planned merger with Viskase and a reverse stock split through a consent solicitation.

The Reverse Stock Split Proposal was approved by holders of 40,993,338 shares of Enzon common stock, representing 55.2% of issued and outstanding shares. The Merger Proposal was approved by holders of 42,350,448 shares, or 57.1% of issued and outstanding shares, based on 74,214,603 shares outstanding as of the January 29, 2026 record date.

A sufficient number of consents were received by 8:00 a.m. Eastern Time on February 11, 2026, at which point the consent period and revocation rights ended. Closing of the merger transactions remains subject to satisfaction or waiver of the remaining conditions in the Merger Agreement, as described in the Enzon–Viskase registration statement on Form S-4.